Sunoco LP and SunocoCorp LLC Report Solid Fourth Quarter and Full-Year 2025 Financial and Operating Results

⁽¹⁾

Adjusted EBITDA and Distributable Cash Flow, as adjusted, are non-GAAP financial measures of performance that have limitations and should not be considered as a substitute for net income. Please refer to the discussion and tables under “Supplemental Information” later in this news release for a discussion of our use of Adjusted EBITDA and Distributable Cash Flow, as adjusted, and a reconciliation to net income.

⁽²⁾

Transaction-related expenses include certain one-time expenses incurred with acquisitions. The Partnership’s definition of Adjusted EBITDA includes transaction-related expenses. However, given the magnitude of the completed and pending acquisitions during the periods presented, as well as the expenses related to those transactions, the Partnership is reporting Adjusted EBITDA excluding these expenses in order to portray the Partnership’s performance for the period without the impact of these one-time items.

SUNOCO LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)

December 31,

2025

December 31,

2024

ASSETS

Current assets:

Cash and cash equivalents

$

891

$

94

Accounts receivable, net

1,972

1,162

Inventories, net

2,383

1,068

Other current assets

270

141

Total current assets

5,516

2,465

Property, plant and equipment

15,256

8,914

Accumulated depreciation

(1,848

)

(1,240

)

Property, plant and equipment, net

13,408

7,674

Other assets:

Operating lease right-of-use assets, net

1,449

477

Goodwill

3,026

1,477

Intangible assets, net

2,411

547

Other non-current assets

928

400

Investments in unconsolidated affiliates

1,624

1,335

Total assets

$

28,362

$

14,375

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

2,485

$

1,255

Accounts payable to affiliates

331

199

Accrued expenses and other current liabilities

953

457

Operating lease current liabilities

211

34

Current maturities of long-term debt

17

2

Total current liabilities

3,997

1,947

Operating lease non-current liabilities

1,255

479

Long-term debt, net

13,372

7,484

Advances from affiliates

78

82

Deferred tax liabilities

1,139

157

Other non-current liabilities

512

158

Total liabilities

20,353

10,307

Commitments and contingencies

Equity:

Limited partners:

Preferred unitholders (1,500,000 units issued and outstanding as of December 31, 2025)

1,507

—

Common unitholders (136,866,854 and 136,228,535 units issued and outstanding as of December 31, 2025 and 2024, respectively)

3,970

4,066

Class C unitholders - held by subsidiary (16,410,780 units issued and outstanding as of December 31, 2025 and 2024)

—

—

Class D unitholder (51,517,198 units issued and outstanding as of December 31, 2025)

2,538

—

Accumulated other comprehensive income (loss)

(6

)

2

Total equity

8,009

4,068

Total liabilities and equity

$

28,362

$

14,375

SUNOCO LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)

Three Months Ended December 31,

Year Ended December 31,

2025

2024

2025

2024

REVENUES

$

8,600

$

5,269

$

25,201

$

22,693

COSTS AND EXPENSES:

Cost of sales (excluding items shown separately below)

7,676

4,644

22,409

20,595

Operating expenses

315

172

765

545

General and administrative

156

52

296

277

Lease expense

60

19

114

72

(Gain) loss on disposal of assets and impairment charges

(10

)

(7

)

(6

)

45

Depreciation, amortization and accretion

219

152

688

368

Total cost of sales and operating expenses

8,416

5,032

24,266

21,902

OPERATING INCOME

184

237

935

791

OTHER INCOME (EXPENSE):

Interest expense, net

(166

)

(117

)

(541

)

(391

)

Equity in earnings of unconsolidated affiliates

40

25

143

60

Gain (loss) on West Texas Sale

—

(12

)

—

586

Loss on extinguishment of debt

—

—

(31

)

(2

)

Other, net

85

12

83

5

INCOME BEFORE INCOME TAXES

143

145

589

1,049

Income tax expense

46

4

62

175

NET INCOME

97

141

527

874

Less: Net income attributable to noncontrolling interests

—

—

—

8

NET INCOME ATTRIBUTABLE TO PARTNERS

97

141

527

866

Less: Preferred unitholders’ interest in net income

30

—

34

—

Less: Class D unitholder’s interest in net income (loss)

(9

)

—

(9

)

—

NET INCOME ATTRIBUTABLE TO COMMON UNITS

$

76

$

141

$

502

$

866

NET INCOME (LOSS) PER COMMON UNIT:

Basic

$

0.09

$

0.76

$

2.29

$

6.04

Diluted

$

0.09

$

0.75

$

2.28

$

6.00

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:

Basic

136,658,561

136,038,591

136,492,204

118,529,390

Diluted

137,416,746

136,870,335

137,198,218

119,342,038

CASH DISTRIBUTION PER COMMON UNIT

$

0.9317

$

0.8865

$

3.6583

$

3.5133

SUNOCO LP

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

Three Months Ended December 31,

Year Ended December 31,

2025

2024

2025

2024

Net income

$

97

$

141

$

527

$

874

Depreciation, amortization and accretion

219

152

688

368

Interest expense, net

166

117

541

391

Non-cash unit-based compensation expense

5

5

19

17

(Gain) loss on disposal of assets and impairment charges

(10

)

(7

)

(6

)

45

Loss on extinguishment of debt

—

—

31

2

Unrealized (gains) losses on commodity derivatives

(18

)

4

(11

)

12

Inventory valuation adjustments

187

(13

)

156

86

Equity in earnings of unconsolidated affiliates

(40

)

(25

)

(143

)

(60

)

Adjusted EBITDA related to unconsolidated affiliates

62

48

221

101

(Gain) loss on West Texas Sale

—

12

—

(586

)

Other non-cash adjustments

(68

)

1

(38

)

32

Income tax expense

46

4

62

175

Adjusted EBITDA ⁽¹⁾

646

439

2,047

1,457

Transaction-related expenses

60

7

77

106

Adjusted EBITDA ⁽¹⁾ , excluding transaction-related expenses

$

706

$

446

$

2,124

$

1,563

Adjusted EBITDA ⁽¹⁾

$

646

$

439

$

2,047

$

1,457

Adjusted EBITDA related to unconsolidated affiliates

(62

)

(48

)

(221

)

(101

)

Distributable cash flow from unconsolidated affiliates

59

43

210

93

Series A Preferred Units distributions

(30

)

—

(34

)

—

Cash interest expense

(158

)

(114

)

(514

)

(369

)

Current income tax expense

(11

)

(5

)

(25

)

(189

)

Transaction-related income taxes

—

(3

)

—

179

Maintenance capital expenditures ⁽²⁾

(100

)

(58

)

(200

)

(124

)

Distributable Cash Flow

344

254

1,263

946

Transaction-related expenses and adjustments ⁽³⁾

98

7

115

135

Distributable Cash Flow, as adjusted ⁽¹⁾

$

442

$

261

$

1,378

$

1,081

Distributions to Partners:

Limited Partners

$

176

$

121

$

548

$

478

General Partner

60

37

182

145

Total distributions to be paid to partners

$

236

$

158

$

730

$

623

Limited Partner units outstanding - end of period ⁽⁴⁾

188.4

136.2

188.4

136.2

⁽¹⁾

Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, non-cash unit-based compensation expense, gains and losses on disposal of assets, non-cash impairment charges, losses on extinguishment of debt, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, certain foreign currency transaction gains and losses and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. We define Distributable Cash Flow as Adjusted EBITDA less preferred unit distributions, cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments. For Distributable Cash Flow, as adjusted, certain transaction-related adjustments and non-recurring expenses are excluded.

We believe Adjusted EBITDA and Distributable Cash Flow, as adjusted, are useful to investors in evaluating our operating performance because:

• Adjusted EBITDA is used as a performance measure under our revolving credit facility;
• securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;
• our management uses them for internal planning purposes, including aspects of our consolidated operating budget and capital expenditures; and
• Distributable Cash Flow, as adjusted, provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

Adjusted EBITDA and Distributable Cash Flow, as adjusted, are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow, as adjusted, have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

• they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;
• they do not reflect changes in, or cash requirements for, working capital;
• they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or senior notes;
• although depreciation, amortization and accretion are non-cash charges, the assets being depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and
• as not all companies use identical calculations, our presentation of Adjusted EBITDA and Distributable Cash Flow, as adjusted, may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.

⁽²⁾

For the years ended December 31, 2025 and 2024, excludes $11 million and $8 million, respectively, for our proportionate share of maintenance capital expenditures related to our investments in unconsolidated affiliates, as these amounts are included in “Distributable cash flow from unconsolidated affiliates.” For three months ended December 31, 2025 and 2024, excludes $3 million and $8 million, respectively, for our proportionate share of maintenance capital expenditures related to our investments in ET-S Permian and J.C. Nolan, as these amounts are included in “Distributable cash flow from unconsolidated affiliates.”

⁽³⁾

For the years ended December 31, 2025 and 2024, SUN incurred $77 million and $106 million of transaction-related expenses, respectively. For the three months ended December 31, 2025 and 2024, SUN incurred $60 million and $7 million of transaction-related expenses, respectively. For the year ended and three months ended December 31, 2025 calculation of Distributable Cash Flow, as adjusted, transaction-related expenses and adjustments include these transaction-related expenses, as well as $38 million of Distributable Cash Flow attributable to the operations of Parkland for October 1, 2025 through the acquisition date, which represents amounts distributable to SUN’s common unitholders (including the holders of the units issued in the Parkland acquisition) with respect to the fourth quarter 2025 distribution. For the year ended December 31, 2024 calculation of Distributable Cash Flow, as adjusted, transaction-related expenses and adjustments include these transaction-related expenses, as well as $29 million of Distributable Cash Flow attributable to the operations of NuStar for April 1, 2024 through the acquisition date, which represents amounts distributable to SUN’s common unitholders (including the holders of the common units issued in the NuStar acquisition) with respect to the second quarter 2024 distribution.

⁽⁴⁾

Limited Partner units outstanding at the end of period includes 136.9 million common units and 51.5 million Class D units.

SUNOCO LP

SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT

(Tabular dollar amounts in millions)

(unaudited)

Three Months Ended December 31,

2025

2024

Segment Adjusted EBITDA:

Fuel Distribution

$

332

$

192

Pipeline Systems

187

188

Terminals

87

59

Refinery

40

—

Adjusted EBITDA

646

439

Transaction-related expenses

60

7

Adjusted EBITDA, excluding transaction-related expenses

$

706

$

446

Three Months Ended December 31,

2025

2024

Fuel Distribution segment profit

$

562

$

302

Pipeline Systems segment profit

192

203

Terminals segment profit

130

120

Refinery segment profit

40

—

Total segment profit

924

625

Depreciation, amortization and accretion, excluding corporate and other

218

151

Gross profit

$

706

$

474

Three Months Ended December 31,

2025

2024

Motor fuel gallons sold (millions)

3,314

2,151

Motor fuel profit cents per gallon ⁽¹⁾

17.7

10.6

Fuel profit

$

419

$

239

Non-fuel profit

103

35

Lease profit

40

28

Fuel Distribution segment profit

$

562

$

302

Expenses

$

398

$

120

Segment Adjusted EBITDA

$

332

$

192

Transaction-related expenses

59

—

Segment Adjusted EBITDA, excluding transaction-related expenses

$

391

$

192

⁽¹⁾

Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.

Three Months Ended December 31,

2025

2024

Pipelines throughput (thousand barrels per day)

1,371

1,395

Pipeline Systems segment profit

$

192

$

203

Expenses

$

65

$

64

Segment Adjusted EBITDA

$

187

$

188

Transaction-related expenses

—

5

Segment Adjusted EBITDA, excluding transaction-related expenses

$

187

$

193

Three Months Ended December 31,

2025

2024

Throughput (thousand barrels per day)

715

593

Terminals segment profit

$

130

$

120

Expenses

$

62

$

59

Segment Adjusted EBITDA

$

87

$

59

Transaction-related expenses

—

2

Segment Adjusted EBITDA, excluding transaction-related expenses

$

87

$

61

Three Months Ended December 31,

2025

2024

Crude utilization

90

%

—

Composite utilization

91

%

—

Crude throughput (thousand barrels per day)

49

—

Bio-feedstock throughput (thousand barrels per day)

1

—

Refinery segment profit

$

40

$

—

Expenses

$

6

$

—

Segment Adjusted EBITDA

$

40

$

—

Transaction-related expenses

1

—

Segment Adjusted EBITDA, excluding transaction-related expenses

$

41

$

—

SUNOCOCORP LLC

CONSOLIDATED BALANCE SHEET

(Dollars in millions)

(unaudited)

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$

891

Accounts receivable, net

1,972

Inventories, net

2,383

Other current assets

270

Total current assets

5,516

Property, plant and equipment

15,256

Accumulated depreciation

(1,848

)

Property, plant and equipment, net

13,408

Other assets:

Operating lease right-of-use assets, net

1,449

Goodwill

3,026

Intangible assets, net

2,411

Other non-current assets

928

Investments in unconsolidated affiliates

1,624

Total assets

$

28,362

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

2,485

Accounts payable to affiliates

331

Accrued expenses and other current liabilities

953

Operating lease current liabilities

211

Current maturities of long-term debt

17

Total current liabilities

3,997

Operating lease non-current liabilities

1,255

Long-term debt, net

13,372

Advances from affiliates

78

Deferred tax liabilities

1,135

Other non-current liabilities

512

Total liabilities

20,349

Commitments and contingencies

Equity:

Common unitholders (51,517,198 units issued and outstanding as of December 31, 2025)

2,542

Accumulated other comprehensive loss

(6

)

Total Members’ Equity

2,536

Predecessor equity, including accumulated other comprehensive income

—

Noncontrolling interests

5,477

Total equity

8,013

Total liabilities and equity

$

28,362

SUNOCOCORP LLC

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)

Three Months

Ended

December 31,

2025

REVENUES

$

8,600

COSTS AND EXPENSES:

Cost of sales (excluding items shown separately below)

7,676

Operating expenses

315

General and administrative

156

Lease expense

60

Gain on disposal of assets and impairment charges

(10

)

Depreciation, amortization and accretion

219

Total cost of sales and operating expenses

8,416

OPERATING INCOME

184

OTHER INCOME (EXPENSE):

Interest expense, net

(166

)

Equity in earnings of unconsolidated affiliates

40

Other, net

85

INCOME BEFORE INCOME TAXES

143

Income tax expense

42

NET INCOME

101

Less: Net income attributable to predecessor equity

37

Less: Net income attributable to noncontrolling interests

69

NET LOSS ATTRIBUTABLE TO MEMBERS

$

(5

)

NET LOSS PER COMMON UNIT

Common units - basic

$

(0.10

)

Common units - diluted

$

(0.10

)

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (from the issuance date of October 31, 2025)

Common units - basic

51,517,198

Common units - diluted

51,517,198

CASH DISTRIBUTION PER COMMON UNIT

$

0.9317

SUNOCOCORP LLC

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

Three Months

Ended

December 31,

2025

Net income

$

101

Depreciation, amortization and accretion

219

Interest expense, net

166

Non-cash unit-based compensation expense

5

Gain on disposal of assets and impairment charges

(10

)

Unrealized gains on commodity derivatives

(18

)

Inventory valuation adjustments

187

Equity in earnings of unconsolidated affiliates

(40

)

Adjusted EBITDA related to unconsolidated affiliates

62

Other non-cash adjustments

(68

)

Income tax expense

42

Adjusted EBITDA ⁽¹⁾

646

Transaction-related expenses

60

Adjusted EBITDA ⁽¹⁾ , excluding transaction-related expenses

$

706

Adjusted EBITDA ⁽¹⁾

$

646

Adjusted EBITDA related to unconsolidated affiliates

(62

)

Distributable cash flow from unconsolidated affiliates

59

Series A Preferred Units distributions

(30

)

Cash interest expense

(158

)

Current income tax expense

(11

)

Maintenance capital expenditures ⁽²⁾

(100

)

Distributable Cash Flow (consolidated)

344

Distributable Cash Flow from Sunoco LP

(344

)

Distributions from Sunoco LP

48

Distributable Cash Flow attributable to the common unitholders of SunocoCorp

$

48

Distributions to common unitholders

$

48

Common units outstanding - end of period

51.5

⁽¹⁾

Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, non-cash unit-based compensation expense, gains and losses on disposal of assets, non-cash impairment charges, losses on extinguishment of debt, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, certain foreign currency transaction gains and losses and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. We define Distributable Cash Flow as Adjusted EBITDA less preferred unit distributions, cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments. On a consolidated basis, Distributable Cash Flow includes 100% of the Distributable Cash Flow of Sunoco LP; however, given the existence of noncontrolling interests in Sunoco LP, the Distributable Cash Flow generated by Sunoco LP is not available in its entirety to be distributed to SunocoCorp’s unitholders. In order to reflect the cash flows available for distribution to SunocoCorp’s unitholders, we have reported for SunocoCorp Distributable Cash Flow attributable to its common unitholders, which reflects distributions to be received by SunocoCorp from Sunoco LP.

We believe Adjusted EBITDA and Distributable Cash Flow are useful to SunocoCorp's investors in evaluating its performance because:

• Adjusted EBITDA is used as a performance measure under our revolving credit facility;
• securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;
• our management uses them for internal planning purposes, including aspects of our consolidated operating budget and capital expenditures; and
• Distributable Cash Flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

Adjusted EBITDA and Distributable Cash Flow are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

• they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;
• they do not reflect changes in, or cash requirements for, working capital;
• they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or senior notes;
• although depreciation, amortization and accretion are non-cash charges, the assets being depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and
• as not all companies use identical calculations, our presentation of Adjusted EBITDA and Distributable Cash Flow, may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Sunoco LP's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.

⁽²⁾

For the three months ended December 31, 2025 excludes $3 million for our proportionate share of maintenance capital expenditures related to Sunoco LP's investments in its unconsolidated affiliates, as these amounts are included in “Distributable cash flow from unconsolidated affiliates.”